RNS No 0221h
BANDT PLC
7 July 1999
                               
Part 2

Not for release, distribution or publication in or into the
  United States of America, Canada, Japan or Australia.

                          APPENDIX I
                               
       Conditions and certain further terms of the Offer

The  Offer, which will be made by Cazenove & Co. on behalf  of
Tilbury Douglas, will comply with the rules and regulations of
the  London Stock Exchange and the City Code on Takeovers  and
Mergers (the "Code").

Part A:  Conditions of the Offer

The Offer will be subject to the following conditions:

(a) valid   acceptances  being  received   (and   not,   where
    permitted, withdrawn) by not later than 3.00 p.m. on the first
    closing  date  of the Offer (or such later time(s)  and/or
    date(s) as Tilbury Douglas may, with the consent of the Panel
    or in accordance with the Code, decide) in respect of not less
    than 90 per cent. (or such lower percentage as Tilbury Douglas
    may decide) in nominal value of the Bandt Shares to which the
    Offer  relates, provided that this condition shall not  be
    satisfied unless Tilbury Douglas and/or any of its wholly-
    owned subsidiaries shall have acquired or agreed to acquire,
    whether pursuant to the Offer or otherwise, shares in Bandt
    carrying in aggregate more than 50 per cent. of the voting
    rights then normally exercisable at general meetings of Bandt.
    For the purposes of this condition:

    (i) shares which have been unconditionally allotted but not
         issued before the Offer becomes or is declared unconditional
         as to acceptances, whether pursuant to the exercise of any
         outstanding subscription or conversion rights or otherwise,
         shall be deemed to carry the voting rights they will carry on
         being entered into the Register of Members of the Bandt;
    
    (ii)the expression "Bandt Shares to which the Offer relates"
         shall be construed in accordance with sections 428 to 430F of
         the Companies Act 1985, as amended;

(b) the   Office  of  Fair  Trading  in  the  United   Kingdom
    indicating,  in terms reasonably satisfactory  to  Tilbury
    Douglas, that it is not the intention of the Secretary  of
    State  for  Trade  and  Industry  to  refer  the  proposed
    acquisition  of  Bandt by Tilbury Douglas  or  any  matter
    arising  therefrom or related thereto, to the  Competition
    Commission;

(c) the  passing  at an Extraordinary General Meeting  (or  at
    any  adjournment  thereof)  of  Tilbury  Douglas  of  such
    resolution  or  resolutions as are necessary  to  approve,
    implement and effect the Offer and the acquisition of  any
    Bandt  Shares  including a resolution  or  resolutions  to
    increase  the  share  capital of Tilbury  Douglas  and  to
    authorise  the  creation  and  allotment  of  New  Tilbury
    Douglas Shares;

(d) the  London  Stock  Exchange  agreeing  to  admit  to  the
    Official List the New Tilbury Douglas Shares to be  issued
    pursuant   to  the  Offer,  and  such  admission  becoming
    effective  in  accordance with the Listing  Rules  of  the
    London Stock Exchange;

(e) there  being  no provision of any agreement,  arrangement,
    licence,  permit or other instrument to which  any  member
    of  the wider Bandt Group is a party or by or to which any
    such  member  or any of its assets may be bound,  entitled
    or  subject,  which in consequence of  the  Offer  or  the
    proposed acquisition of any shares or other securities  in
    Bandt  or because of a change in the control or management
    of  Bandt  or otherwise, could or might result  in  to  an
    extent  which  is  material in the context  of  the  wider
    Bandt Group taken as a whole:
    
    (i) any  moneys  borrowed  by  or any  other  indebtedness
         (actual or contingent) of, or grant available to  any
         such  member, being or becoming repayable or  capable
         of  being  declared repayable immediately or  earlier
         than  their or its stated maturity date or  repayment
         date  or  the  ability of any such member  to  borrow
         moneys  or incur any indebtedness being withdrawn  or
         inhibited  or  being  capable of  becoming  or  being
         withdrawn or inhibited;
    
    (ii)any  such  agreement, arrangement, licence, permit  or
         instrument  or  the rights, liabilities,  obligations
         or  interests  of  any such member  thereunder  being
         terminated  or modified or affected or any obligation
         or  liability  arising  or  any  action  being  taken
         thereunder;
    
    (iii)   any  assets or interests of any such member  being
         or  falling to be disposed of or charged or any right
         arising under which any such asset or interest  could
         be required to be disposed of or charged;
    
    (iv)the  creation  or enforcement of any mortgage,  charge
         or  other  security interest over the  whole  or  any
         part  of the business, property or assets of any such
         member;
    
    (v) the  rights, liabilities, obligations or interests  of
         any  such  member  in, or the business  of  any  such
         member  with,  any  person,  firm  or  body  (or  any
         arrangement  or  arrangements relating  to  any  such
         interest  or  business)  being terminated,  adversely
         modified or affected; or
    
    (vi)the  value  of  any  such member or its  financial  or
         trading  position  or prospects being  prejudiced  or
         adversely affected; or
    
    (vii)   any  such  member ceasing to be able to  carry  on
         business  under  any  name under which  it  presently
         does so;
    
    (viii)   the   creation  of  any  liability,   actual   or
         contingent,  by any such member, and no event  having
         occurred   which,   under  any   provision   of   any
         agreement,  arrangement,  licence,  permit  or  other
         instrument  to  which any member of the  wider  Bandt
         Group  is  a party or by or to which any such  member
         or  any  of  its  assets may be  bound,  entitled  or
         subject,  could  result  in  any  of  the  events  or
         circumstances  as  are referred to in  sub-paragraphs
         (i) to (viii) of this paragraph (e);

(f) no   government   or   governmental,   quasi-governmental,
    supranational,  statutory,  regulatory,  environmental  or
    investigative  body,  court,  trade  agency,  association,
    institution or any other body or person whatsoever in  any
    jurisdiction  (each  a "Third Party")  having  decided  to
    take,   institute,  implement  or  threaten  any   action,
    proceeding, suit, investigation, enquiry or reference,  or
    enacted,   made  or  proposed  any  statute,   regulation,
    decision  or order, or having taken any other steps  which
    would or might reasonably be expected to:
    
    (i) require,  prevent or delay the divestiture,  or  alter
         the  terms envisaged for any proposed divestiture  by
         any  member of the wider Tilbury Douglas Group or any
         member  of  the  wider  Bandt Group  of  all  or  any
         portion  of  their respective businesses,  assets  or
         property  or impose any limitation on the ability  of
         any  of  them to conduct their respective  businesses
         (or  any  of  them) or to own any of their respective
         assets or properties or any part thereof;
    
    (ii)require,  prevent  or  delay the  divestiture  by  any
         member  of  the wider Tilbury Douglas  Group  of  any
         shares or other securities in Bandt;
    
    (iii)   impose any limitation on, or result in a delay in,
         the  ability  of  any  member of  the  wider  Tilbury
         Douglas  Group directly or indirectly to  acquire  or
         to  hold  or  to exercise effectively any  rights  of
         ownership   in  respect  of  shares   or   loans   or
         securities  convertible  into  shares  or  any  other
         securities (or the equivalent) in any member  of  the
         wider  Bandt Group or the wider Tilbury Douglas Group
         or  to  exercise  management control  over  any  such
         member  to an extent which is material in the context
         of  the wider Bandt Group taken as a whole or, as the
         case  may  be, the wider Tilbury Douglas Group  taken
         as a whole;
    
    (iv)otherwise  adversely  affect  the  business,   assets,
         profits  or  prospects of any  member  of  the  wider
         Tilbury  Douglas Group or of any member of the  wider
         Bandt  Group  to an extent which is material  in  the
         context  of  respectively the wider  Tilbury  Douglas
         Group  taken as a whole or, as the case may  be,  the
         wider Bandt Group taken as a whole;
    
    (v) make   the   Offer  or  its  implementation   or   the
         acquisition  or  proposed  acquisition   by   Tilbury
         Douglas  or  any member of the wider Tilbury  Douglas
         Group  of  any  shares  or other  securities  in,  or
         control  of Bandt void, illegal, and/or unenforceable
         under  the  laws of any jurisdiction,  or  otherwise,
         directly    or   indirectly,   restrain,    restrict,
         prohibit,  materially  delay or otherwise  materially
         interfere   with   the  same,  or   impose   material
         additional  conditions  or obligations  with  respect
         thereto,   or   otherwise  materially  challenge   or
         interfere therewith;

    (vi)require any member of the wider Tilbury Douglas Group or
         the wider Bandt Group to offer to acquire any shares or other
         securities (or the equivalent) or interest in any member of
         the wider Bandt Group or the wider Tilbury Douglas Group owned
         by any third party;
    
    (vii)   impose any limitation on the ability of any member
         of   the   wider  Bandt  Group  to  co-ordinate   its
         business,  or any part of it, with the businesses  of
         any  other members to an extent which is material  in
         the  context  of  the wider Bandt Group  taken  as  a
         whole; or
    
    (viii)  result  in  any  member of the wider  Bandt  Group
         ceasing  to  be able to carry on business  under  any
         name  under  which  it presently  does  so;  and  all
         applicable  waiting  and other  time  periods  during
         which   any   such   Third  Party  could   institute,
         implement  or threaten any action, proceeding,  suit,
         investigation,  enquiry  or reference  or  any  other
         step  under  the laws of any jurisdiction in  respect
         of   the   Offer  or  the  acquisition  or   proposed
         acquisition  of  any  Bandt  Shares  having  expired,
         lapsed or been terminated;

(g) all necessary filings or applications having been made  in
    connection  with the Offer and all statutory or regulatory
    obligations in any jurisdiction having been complied  with
    in  connection  with the Offer or the acquisition  by  any
    member  of  the wider Tilbury Douglas Group of any  shares
    or  other  securities in, or control  of,  Bandt  and  all
    authorisations,  orders, recognitions,  grants,  consents,
    licences,   confirmations,  clearances,  permissions   and
    approvals  deemed necessary or appropriate by the  Tilbury
    Douglas or any member of the wider Tilbury Douglas  Group,
    in  each case acting reasonably, for or in respect of  the
    Offer  or the proposed acquisition of any shares or  other
    securities in, or control of, Bandt by any member  of  the
    wider  Tilbury Douglas Group having been obtained in terms
    and  in  a  form satisfactory to Tilbury Douglas from  all
    appropriate Third Parties or persons with whom any  member
    of  the  wider  Bandt Group has entered  into  contractual
    arrangements   and   all   such  authorisations,   orders,
    recognitions,  grants, consents, licences,  confirmations,
    clearances,  permissions and approvals together  with  all
    material  authorisations  orders,  recognitions,   grants,
    licences,   confirmations,  clearances,  permissions   and
    approvals  necessary  or  appropriate  to  carry  on   the
    business  of any member of the wider Bandt Group remaining
    in  full  force  and effect and all filings necessary  for
    such  purpose have been made and there being no notice  or
    intimation of any intention to revoke or not to renew  any
    of  the  same  at  the  time at which  the  Offer  becomes
    otherwise  unconditional and all  necessary  statutory  or
    regulatory  obligations  in any jurisdiction  having  been
    complied with;

(h) except  as publicly announced by Bandt in accordance  with
    the  Listing Rules prior to 7 July 1999 no member  of  the
    wider Bandt Group having, since 4 April 1999:
    
    (i) save  as  between Bandt and wholly-owned  subsidiaries
         of  Bandt or for Bandt Shares issued pursuant to  the
         exercise  of  options granted under the  Bandt  Share
         Option  Schemes, issued, authorised or  proposed  the
         issue of additional shares of any class;
    
    (ii)save  as  between Bandt and wholly-owned  subsidiaries
         of  Bandt or for the grant of options under the Bandt
         Share  Option  Schemes, issued or  agreed  to  issue,
         authorised   or  proposed  the  issue  of  securities
         convertible  into  shares of  any  class  or  rights,
         warrants  or  options to subscribe for,  or  acquire,
         any such shares or convertible securities;
    
    (iii)   other  than to another member of the Bandt  Group,
         recommended,  declared, paid or made or  proposed  to
         recommend,  declare, pay or make any bonus,  dividend
         or  other  distribution whether payable  in  cash  or
         otherwise,  save  for the net final dividend  of  1.2
         pence  per  Bandt Share in respect of  the  financial
         year  ended  4  April 1999 which the Bandt  directors
         have recommended should be paid;
    
    (iv)save  for  intra-Bandt Group transactions,  merged  or
         demerged  with  any  body corporate  or  acquired  or
         disposed  of or transferred, mortgaged or charged  or
         created any security interest over any assets or  any
         right,  title  or  interest in any  asset  (including
         shares  and  trade  investments)  or  authorised   or
         proposed  or  announced any intention to propose  any
         merger,  demerger, acquisition or disposal, transfer,
         mortgage,  charge or security interest in  each  case
         (other than in the ordinary course of business);
    
    (v) save  for  intra-Bandt  Group  transactions,  made  or
         authorised  or proposed or announced an intention  to
         propose any change in its loan capital;
    
    (vi)issued,  authorised  or  proposed  the  issue  of  any
         debentures    or   (save   for   intra-Bandt    Group
         transactions)   save  in  the  ordinary   course   of
         business  incurred or increased any  indebtedness  or
         become  subject to any contingent liability  in  each
         case  to  an extent which is material in the  context
         of the wider Bandt Group taken as a whole;
    
    (vii)   purchased,  redeemed or repaid  or  announced  any
         proposal to purchase, redeem or repay any of its  own
         shares  or  other securities or reduced  or  save  in
         respect  to  the  matters mentioned in  sub-paragraph
         (i)  above made any other change to any part  of  its
         share capital;
    
    (viii)  implemented, or authorised, proposed or  announced
         its  intention  to  implement, any reconstruction  or
         amalgamation or entered into or changed the terms  of
         any contract with any director of Bandt;
    
    (ix)entered  into  or  varied or authorised,  proposed  or
         announced its intention to enter into or vary any contract,
         transaction or commitment or arrangement (whether in respect
         of capital expenditure or otherwise) which is of a long term,
         onerous or unusual nature or magnitude or which is or could be
         materially restrictive on the businesses of any member of the
         wider Bandt Group or the wider Tilbury Douglas Group or which
         involves or could involve an obligation of such a nature or
         magnitude or which is other than in the ordinary course of
         business in each case to an extent which is material in the
         context of the wider Bandt Group taken as a whole;
    
    (x) (other  than  in respect of a member which is  dormant
         and  was  solvent  at the relevant  time)  taken  any
         corporate   action  or  had  any  legal   proceedings
         started  or threatened against it for its winding-up,
         dissolution  or reorganisation or for the appointment
         of     a     receiver,    administrative    receiver,
         administrator, trustee or similar officer of  all  or
         any  of  its  assets  or revenues  or  any  analogous
         proceedings  in  any jurisdiction  or  had  any  such
         person appointed;
    
    (xi)waived  or  compromised any material  claim  otherwise
         than in the ordinary course of business; or
    
    (xii)   entered into any contract, commitment, arrangement
         or  agreement  otherwise than in the ordinary  course
         of  business  or passed any resolution  or  made  any
         offer  (which  remains  open  for  acceptance)   with
         respect  to  or  announced any intention  to,  or  to
         propose  to, effect any of the transactions,  matters
         or events referred to in this condition
    
    and,  for the purposes of paragraphs (iii),(iv),  (v)  and
    (vi)  of this condition, the term "Bandt Group" shall mean
    Bandt and its wholly-owned subsidiaries;

(i) since  4  April 1999 and save as disclosed in the accounts
    for the year then ended and save as publicly announced  in
    accordance  with  the Listing Rules by Bandt  prior  to  7
    July 1999:
    
    (i) no  adverse  change or deterioration  having  occurred
         in   the   business,  assets,  financial  or  trading
         position  or  profits or prospects of any  member  of
         the  wider Bandt Group to an extent which is material
         in  the context of the wider Bandt Group taken  as  a
         whole;
    
    (ii)no  litigation,  arbitration proceedings,  prosecution
         or  other  legal proceedings to which any  member  of
         the  wider  Bandt  Group is or  may  become  a  party
         (whether as a plaintiff, defendant or otherwise)  and
         no  investigation by any Third Party  against  or  in
         respect  of  any  member  of the  wider  Bandt  Group
         having been instituted announced or threatened by  or
         against  or remaining outstanding in respect  of  any
         member  of  the wider Bandt Group which in  any  such
         case  might  be  expected  to  adversely  affect  any
         member  of  the wider Bandt Group to an extent  which
         is  material in the context of the wider Bandt  Group
         taken as a whole;
    
    (iii)   no contingent or other liability having arisen  or
         become  apparent to Tilbury Douglas  which  would  be
         likely  to  adversely affect any member of the  wider
         Bandt  Group  to an extent which is material  in  the
         context  of the wider Bandt Group taken as  a  whole;
         and
    
    (iv)no  steps  having  been  taken  which  are  likely  to
         result  in  the withdrawal, cancellation, termination
         or  modification of any licence held by any member of
         the  wider  Bandt  Group which is necessary  for  the
         proper  carrying on of its business and  which  might
         have  a  material adverse effect on the  wider  Bandt
         Group taken as a whole.

(j) Save  as publicly announced in accordance with the Listing
    Rules  by  Bandt  prior  to 7 July 1999  or  as  otherwise
    fairly  disclosed in writing to the Tilbury Douglas  prior
    to  that  date  by any member of the Bandt Group,  Tilbury
    Douglas not having discovered:
    
    (i) that  any  financial,  business or  other  information
         concerning the wider Bandt Group as contained in  the
         information publicly disclosed at any time by  or  on
         behalf  of  any  member of the wider Bandt  Group  is
         misleading, contains a misrepresentation of  fact  or
         omits  to  state  a  fact  necessary  to  make   that
         information not materially misleading;
    
    (ii)that  any  member  of  the wider Bandt  Group  or  any
         partnership,  company or other entity  in  which  any
         member  of  the  wider Bandt Group has a  significant
         economic  interest  and which  is  not  a  subsidiary
         undertaking  of   Bandt is subject  to  any  material
         liability  (contingent  or otherwise)  which  is  not
         disclosed in the annual report and accounts of  Bandt
         for the year ended 4 April, 1999; or
    
    (iii)   any  information which affects the import  of  any
         information disclosed at any time by or on behalf  of
         any  member  of the wider Bandt Group  and  which  is
         material  in  the  context of the wider  Bandt  Group
         taken as a whole.

(k) Tilbury Douglas not having discovered that:
    
    (i) any  past  or present member of the wider Bandt  Group
         has  failed to comply in a material respect with  any
         and/or  all applicable legislation or regulation,  of
         any   jurisdiction  with  regard  to  the   disposal,
         spillage,  release, discharge, leak  or  emission  of
         any  waste  or  hazardous substance or any  substance
         likely  to  impair  the  environment  or  harm  human
         health  or  animal  health or otherwise  relating  to
         environmental  matters, or that there  has  otherwise
         been    any   such   disposal,   spillage,   release,
         discharge, leak or emission (whether or not the  same
         constituted a non-compliance by any person  with  any
         such  legislation  or regulations, and  wherever  the
         same  may  have  taken place) any of which  disposal,
         spillage, release, discharge, leak or emission  would
         be  likely  to give rise to any liability (actual  or
         contingent)  on the part of any member of  the  wider
         Bandt  Group and which is material in the context  of
         the wider Bandt Group taken as a whole; or
    
    (ii)there  is,  or is likely to be, for that or any  other
         reason whatsoever, any material liability (actual  or
         contingent)  of  any past or present  member  of  the
         wider Bandt Group to make good, repair, reinstate  or
         clean  up  any property or any controlled waters  now
         or  previously owned, occupied, operated or made  use
         of  or  controlled by any such past or present member
         of  the  wider  Bandt group, under any  environmental
         legislation,  regulation, notice, circular  or  order
         of  any government, governmental, quasi-governmental,
         state  or  local government, supranational, statutory
         or  other regulatory body, agency, court, association
         or any other person or body in any jurisdiction.
    
For  the purposes of these conditions the "wider Bandt  Group"
means   Bandt  and  its  subsidiary  undertakings,  associated
undertakings  and any other undertaking in which Bandt  and/or
such   undertakings  (aggregating  their  interests)  have   a
significant  interest  and the "wider Tilbury  Douglas  Group"
means   Tilbury   Douglas  and  its  subsidiary  undertakings,
associated  undertakings and any other  undertaking  in  which
Tilbury  Douglas  and/or such undertakings (aggregating  their
interests) have a significant interest and for these  purposes
"subsidiary   undertaking",   "associated   undertaking"   and
"undertaking"  have the meanings given by  the  Companies  Act
1985, other than paragraph 20(1)(b) of Schedule 4A to that Act
which  shall  be  excluded for this purpose, and  "significant
interest" means a direct or indirect interest in ten per cent.
or more of the equity share capital (as defined in that Act).
    
Tilbury  Douglas reserves the right to waive, in whole  or  in
part,  all  or any of the above conditions, except  conditions
(a), (c) and (d).

Conditions  (c)  and (d) must be fulfilled by, and  conditions
(b)  and  (e)  to  (k)  (inclusive) fulfilled  or  waived  by,
midnight on the 21st day after the date on which condition (a)
is  fulfilled  (or in each such case such later  date  as  the
Panel   may  agree).   Tilbury  Douglas  shall  be  under   no
obligation  to  waive  or  treat  as  satisfied  any  of   the
conditions  (b),  (c)  and (e) to (k) (inclusive)  by  a  date
earlier   than  the  latest  date  specified  above  for   the
satisfaction   thereof,   notwithstanding   that   the   other
conditions  of  the Offer may at such earlier date  have  been
waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions  may  not
be capable of fulfilment.

If  Tilbury Douglas is required by the Panel to make an  offer
for  Bandt Shares under the provisions of Rule 9 of the  Code,
Tilbury Douglas may make such alterations to any of the  above
conditions  as are necessary to comply with the provisions  of
that Rule.

The  Offer  will  lapse if it is referred to  the  Competition
Commission before 3.00 p.m. on the first closing date  of  the
Offer  or  the date on which the Offer becomes or is  declared
unconditional as to acceptances, whichever is the later.

This  Offer will be governed by English law and be subject  to
the  jurisdiction of the English courts, to the conditions set
out below and in the formal Offer Document and related Form of
Acceptance.

Part B:  Certain further terms of the Offer

Fractions  of New Tilbury Douglas Shares will not be  allotted
or   issued   to  persons  accepting  the  Offer.   Fractional
entitlements to New Tilbury Douglas Shares will be  aggregated
and  sold in the market and the net proceeds of sale  will  be
retained for the benefit of Tilbury Douglas.

The  Offer, including the Mix and Match Election, will not  be
made  directly  or indirectly, in or into, or by  use  of  the
mails or any other means or instrumentality (including without
limitation,  facsimile transmission, telex  or  telephone)  of
interstate  or  foreign commerce of, or any  facilities  of  a
national securities exchange of, the USA, Canada, Australia or
Japan  and will not be capable of acceptance by any such  use,
means,  instrumentality or facilities or from within the  USA,
Canada,  Australia  or  Japan.  Accordingly,  copies  of  this
announcement  are  not  being, and  must  not  be,  mailed  or
otherwise  distributed or sent in or into  or  from  the  USA,
Canada, Australia or Japan.

The  availability  of  the  Offer to  Bandt  Shareholders  not
resident in the UK may be affected by the laws of the relevant
jurisdiction.  Bandt Shareholders who are not resident in  the
UK  should  inform themselves about and observe any applicable
requirements.

The  New Tilbury Douglas Shares to be issued pursuant  to  the
Offer  have  not  been  and will not be registered  under  the
Securities  Act nor under any of the relevant securities  laws
of Canada, Australia or Japan.  Accordingly, unless a relevant
exemption  is applicable, the New Tilbury Douglas  Shares  may
not be offered, sold or delivered, directly or indirectly,  in
the  United  States,  Canada, Japan or Australia  nor  to  any
United States person.

Application will be made to the London Stock Exchange for  the
New  Tilbury  Douglas Shares to be admitted  to  the  Official
List.

Bandt  Shares will be acquired under the Offer free  from  all
liens, equities, charges, encumbrances and other interests and
together with all rights attaching thereto save for the  right
to  receive the proposed net final dividend of 1.2p per  share
for the financial year ended 4 April 1999.

The  election  in  relation  to the  dividend  entitlement  is
conditional upon the passing, at the Annual General Meeting of
Bandt  to  be held on 4 August 1999, of a resolution approving
the  payment of the final net dividend of 1.2 pence per  Bandt
Share on 10 September 1999.
                               
                          APPENDIX II
                               
         Financial Effects of Acceptance of the Offer
                               
The  following tables set out, for illustrative purposes only,
and  on  the bases and assumptions set out in the notes below,
the  financial effects of acceptance of the Offer  on  capital
value  and income for an accepting holder of 100 Bandt  Shares
if  the  Offer  becomes  or is declared unconditional  in  all
respects:

Increase in capital value                                    #

Cash consideration                                        32.24
Market value of 7 New Tilbury Douglas Shares (Note (i))   21.56

Total value of consideration                              53.80
Market value of 100 Bandt Shares (Note (ii))              47.50

Increase in capital value                                  6.30

This represents an increase of 13.26 per cent.

Increase in gross income                                    #

Gross income from cash consideration (Note (iii))         1.73
Gross dividend income on 7 New Tilbury Douglas 
Shares (Note(iv))                                         0.82

Total gross income                                        2.55
Gross dividend income on 100 Bandt Shares (Note (v))      1.96

Increase in gross income                                  0.59

This represents an increase of 30.5 per cent.

Notes:
(i) Based  on the closing middle market quotation of 308 pence
     per Tilbury Douglas Share as derived from the Official List on
     6 July 1999, the last dealing day prior to the date of this
     announcement.

(ii)Based  on  the  closing middle market  quotation  of  47.5
     pence per Bandt Share as derived from the Official List on 21
     June 1999, the last dealing day prior to the announcement that
     Bandt had received an approach which may lead to an offer.

(iii)   The  gross interest on the cash consideration has been
     calculated on the assumption that the cash is reinvested so as
     to yield 5.37 per cent. per annum, being the FTSE Actuaries
     Government Securities Index average gross redemption yield for
     UK  government securities of maturities of five years  as
     obtained from the Financial Times on 6 July 1999 (the last
     practicable date prior to the date of this announcement).

(iv)The  gross  dividend income on Tilbury Douglas  Shares  is
     based on the final dividend of 7 pence per share paid for the
     financial year ended 31 December 1998 with associated tax
     credits  of 10/90ths of the amounts paid and the  interim
     dividend of 3.2 pence per share paid on 6 November 1998 with
     associated tax credits of 20/80ths of the amounts paid.

(v) The  gross dividend income on Bandt Shares is based on the
     final net dividend of 1.2 pence per share proposed for the
     financial year ended 4 April 1999 with associated tax credits
     of 10/90ths of the amounts paid and the interim dividend of
     0.5 pence per share paid on 6 January 1999 with associated tax
     credits of 20/80ths of the amounts paid.

(vi) No  account has been taken of any liability for taxation,
     or  any  election to waive the final dividend and receive
     an  additional payment or the treatment of  fractions  of
     Tilbury  Douglas Shares or of any Mix and Match  Election
     entitlement  in  assessing  the  financial   effects   of
     acceptances of the Offer.
                               
                               
                         APPENDIX III
                               
                          Definitions
                               
The  following definitions apply throughout this press release
unless the context requires otherwise.
                               
"Acquisition"
the proposed acquisition of Bandt pursuant to the Offer

"Bandt"
  Bandt plc

"Bandt Directors"
  the directors of Bandt

"Bandt Group"
  Bandt and its subsidiary and associated undertakings

"Bandt Options"
  options  over  Bandt  Shares granted pursuant  to  the  1985
  Executive  Share  Option Scheme, the  1990  Executive  Share
  Option  Scheme, the 1995 Executive Share Option  Scheme  and
  the Savings Related Share Option Scheme

"Bandt Shareholders"
  holders of Bandt Shares

"Bandt Shares"
  the  existing  issued and fully paid ordinary shares  of  5p
  each  in  Bandt  and  any  further  such  shares  which  are
  unconditionally  allotted or issued prior  to  the  date  on
  which  the  Offer  closes (or such earlier date,  not  being
  earlier   than   the  date  on  which  the   Offer   becomes
  unconditional  as  to acceptances or, if  later,  the  first
  closing date of the Offer, as Tilbury Douglas may determine)
  as a result of the exercise of Bandt Options or otherwise

"Cazenove"
  Cazenove & Co.

"City Code"
  The City Code on Takeovers and Mergers

"Companies Act"
  the Companies Act 1985 (as amended)

"Directors" or "Board"
  the directors of Tilbury Douglas

"Form of Acceptance"
  the form of acceptance relating to the Offer

"London Stock Exchange"
  London Stock Exchange Limited

"New Tilbury Douglas Shares"
  up  to  10,319,968  Tilbury Douglas Shares  proposed  to  be
  issued credited as fully paid pursuant to the Offer

"Offer"
  the  recommended offer to be made by Cazenove on  behalf  of
  Tilbury  Douglas to acquire the Bandt Shares and, where  the
  context   admits,   any   subsequent  revision,   variation,
  extension or renewal thereof

"Offer Document"
  the   document   containing  the  formal  Offer   to   Bandt
Shareholders

"Official List"
  The Daily Official List of the London Stock Exchange

"Panel"
  The Panel on Takeovers and Mergers

"Securities Act"
  The United States Securities Act of 1933, as amended

"Singer & Friedlander"
  Singer & Friedlander Limited

"Tilbury Douglas" or "Company"
  Tilbury Douglas Plc

"Tilbury Douglas Group" or "Group"
  Tilbury   Douglas   and   its  subsidiary   and   associated
undertakings

"Tilbury Douglas Shares"
  ordinary shares of 10p each in Tilbury Douglas

"UK"
  the United Kingdom

"US"
  the   United   States  of  America,  its   possessions   and
  territories and any area subject to its jurisdiction and any
  political division thereof


END



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